EXHIBIT 10.1
FIRST AMENDMENT
FIRST AMENDMENT (this "Amendment"), dated as of May 10, 2001, among FLOWERS FOODS, INC., a
Georgia corporation (the "Borrower"), the Lenders party to the Credit Agreement referred to below (the
"Lenders"), SUNTRUST BANK, as syndication agent (the "Syndication Agent"), and BANKERS TRUST
COMPANY, as administrative agent (the "Administrative Agent" and, together with the Syndication Agent, the
"Agents" and each, an "Agent"). All capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to below.
WITNESSETH:
WHEREAS, the Borrower, the Lenders and the Agents are parties to the Credit Agreement, dated as of March
26, 2001 (as amended, modified, restated and/or supplemented through, but not including, the date hereof, the
"Credit Agreement");
WHEREAS, the Borrower has requested, and the Agents and the Lenders have agreed to, the amendments and
waivers provided herein on the terms and conditions set forth herein;
NOW, THEREFORE, it is agreed:
I. Amendments to the Credit Agreement
1. Section 11 of the Credit Agreement is hereby amended by inserting in the definition of "Consolidated
EBITDA" appearing therein the following new clause (w) immediately preceding clause (x) thereto:
"(w) change of control and severance payments made in cash on the Initial Borrowing Date by the Borrower and
its Subsidiaries in connection with the Transaction, solely to the extent such payments are deducted in the
calculation of Consolidated Net Income for such period,".
2. Section 11 of the Credit Agreement is hereby further amended by amending the definition of "Applicable
Margin" appearing therein by
(x) deleting (i) the reference to "2.00%" appearing in clause (ii)(x) thereof and inserting a reference to "1.75%" in
lieu thereof and (ii) the reference to "3.00%" appearing in clause (ii)(y) thereof and inserting a reference to
"2.75%" in lieu thereof and (y) deleting (i) each reference to